Mr. Osvaldo Iadarola reports

On Nov. 22, 2000, Audiotech Healthcare had arranged a private placement of 25 $1,000 convertible debentures to one investor to raise a total of $25,000. The convertible debentures pay interest, quarterly, at 10 per cent csa, and mature two years from the date of issue. The debentures are convertible at the option of the holder at any time before the maturity date at a conversion price of 60 cents per share during the initial year, and 70 cents per share during the second year. The company has the right to force conversion of the debentures, at these same conversion prices, following a period during which the company's shares have traded at a weighted average of 90 cents or more over any 10 consecutive trading days.

The convertible debentures are a direct, unsecured obligation of the company ranking subordinate to all senior indebtedness.

The private placement has now been expanded to include a second investor purchasing 25 $1,000 convertible debentures, to raise a total of $25,000, on the same terms as recited above.